<PAGE>



                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-K
        x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                       EXCHANGE ACT OF 1934 (FEE REQUIRED)
                   For the fiscal year ended December 31, 1995
                                       OR
            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
                        For the transition period from to
                           Commission File No. 1-5137

                             FIELDCREST CANNON, INC.
             (Exact name of registrant as specified in its charter)

                          DELAWARE                        56-0586036
                (State or other jurisdiction of         (I.R.S. Employer
                  incorporation or organization)       Identification No.)

                      One Lake Drive
                      Kannapolis, NC                        28081
                  (Address of principal                  (Zip Code)
                    executive offices)

                  Registrant's telephone number     (704) 939-2000

                SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                    Name of each exchange
                    Title of each class              on  which registered

                Common Stock, $1 Par Value          New York Stock Exchange


                $3.00 Series A Convertible
                Preferred Stock, $.01 Par Value     The Nasdaq SmallCap Market

                6% Convertible Subordinated
                Debentures Due 2012                 New York Stock Exchange

                SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                           NONE

          Indicate  by check  mark  whether  the  registrant  (1) has  filed all
          reports  required to be filed by Section 13 or 15(d) of the Securities
          Exchange  Act of 1934 during the  preceding 12 months and (2) has been
          subject to such filing requirements for the past 90 days. Yes x .
          No      .


          Indicate by check mark if disclosure of delinquent  filers pursuant to
          Item 405 of Regulation  S-K is not contained  herein,  and will not be
          contained,  to the best of the registrant's  knowledge,  in definitive
          proxy or information statements  incorporated by reference in Part III
          of this Form 10-K or any amendment to this Form 10-K. (x)


          The aggregate market value of voting stock held by  non-affiliates  of
          the registrant was $163,006,852 as of March 1, 1996.

                       NUMBER OF SHARES OUTSTANDING AT MARCH 1, 1996

                           Common Stock      8,954,426

                            DOCUMENTS INCORPORATED BY REFERENCE

          Part II  incorporates  information by reference from the annual report
          to  shareowners  for the  year  ended  December  31,  1995.  Part  III
          incorporates information by reference from the proxy statement for the
          annual meeting of shareowners to be held on April 29, 1996.

                                                        Total pages  121

                                                           Page 1

                                                        Exhibit Index page 13


<PAGE>




                                          PART I

          Item 1.  Business

General

The  registrant  was  incorporated  under  the laws of  Delaware  in  1953.  The
registrant  operates a single  segment  business in the textile  industry and is
principally involved in the manufacture and sale of home furnishing products.

The registrant and its consolidated subsidiaries design,  manufacture and market
a broad  range of  household  textile  products  consisting  of towels,  sheets,
blankets,  comforters and bath rugs. The registrant is vertically  integrated in
that it buys the basic  raw  materials  consisting  principally  of  cotton  and
synthetic fibers and manufactures a finished  consumer  product.  These products
are  marketed  primarily  by the  Company's  own sales and  marketing  staff and
distributed  nationally to customers for ultimate retail sale. Customers consist
principally of department stores,  chain stores, mass merchants,  specialty home
furnishing  stores,  catalog  warehouse  clubs and  other  retail  outlets,  and
institutional, government and contract accounts.

In 1995  nearly  all of the  registrant's  total  sales were  comprised  of home
furnishings  products.  Approximately  93% of the Company's  1995 net sales were
from sales of  products  carrying  the  registrant's  principal  brand  names of
"Fieldcrest," "Royal Velvet,"  "Charisma," "St. Marys," "Cannon,"  "Monticello,"
"Royal  Family,"  "Caldwell" and "Sure Fit"; the remaining 7% were from sales of
private label products.

During 1995 the Company reorganized its New York operations and relocated sales,
marketing and design personnel to Kannapolis, N.C. In December 1995, the Company
announced  the closing of two sheeting  yarn plants and  contracted  to purchase
yarn from outside  vendors for a portion of its sheeting yarn  requirements.  In
March 1996,  the Company  announced it would close a towel  weaving  plant and a
towel  yarn  plant as part of the  Company's  ongoing  consolidation  effort  to
utilize assets more  effectively.  The combined  annual cost reductions from the
reorganization of the New York operations and a related early retirement program
total $8  million.  The  closing of the four  plants  including  outsourcing  of
sheeting  yarn and  consolidation  of towel  operations  are expected to provide
annual cost savings of $16 to $18 million.

On November 24, 1993 a newly formed and wholly owned  subsidiary  of the Company
completed a tender offer for all of the outstanding  shares of Amoskeag  Company
("Amoskeag") for a cash price of $40 per share, or an aggregate of approximately
$141.9 million  including  certain costs. The acquisition has been accounted for
as a purchase by the  Company  for the net assets of  Amoskeag  held for sale at
their net  realizable  values and as the  purchase of treasury  stock.  Amoskeag
owned 3,606,400  shares of the Company's  common stock which was assigned a cost
of $117.2  million  after an  allocation  of $24.7  million to the net assets of
Amoskeag. The operating assets of Amoskeag consisted primarily of the Bangor and
Aroostook Railroad ("BAR") and certain real estate  properties.  During 1994 the
BAR's operating income of $3 million was excluded from the Company's



                                                                          Page 2

<PAGE>

consolidated  income statement and $1.6 million of interest costs of the Company
were  allocated to the assets held for sale.  On March 17, 1995 the Company sold
the  BAR  for  approximately  $20  million  of  cash  and  $8  million  of  note
receivables.


Raw Materials

The  registrant's  basic raw materials are cotton and  synthetic  fibers.  These
materials  are  generally  available  from a wide  variety  of  sources,  and no
significant shortage of such materials is currently anticipated. Domestic cotton
merchants are the  registrant's  primary  source of cotton,  and domestic  fiber
producers  are  the  registrant's   primary  source  of  synthetic  fibers.  The
registrant  uses  significant  quantities  of cotton which is subject to ongoing
price  fluctuations.  The  registrant  in the  ordinary  course of business  may
arrange for purchase commitments with vendors for future cotton requirements.

Patents and Licenses

The registrant holds various patents resulting from  company-sponsored  research
and development, and others are obtained that are deemed advantageous to company
operations. The Company has license agreements with Waverly, Adrienne Vittadini,
Ellen Tracy and others.  The  registrant is only  partially  dependent upon such
patents and licenses in certain product lines, and the loss of any exclusiveness
in these areas would not materially adversely affect overall profitability.

Seasonality in the Company's Business

Primarily because the Company's retail customers have higher sales in the second
half of the calendar year, the Company also experiences  greater sales volume in
the last three  quarters of the calendar  year.  It is likely that the Company's
operating performance in the first quarter of a given calendar year will be less
favorable than operating performance in the last three quarters.

Working Capital Items

The registrant carries normal inventory levels to meet delivery  requirements of
customers, and customer returns of merchandise shipped are not material. Payment
terms on customer invoices are generally 30 to 60 days.

Customers

The  registrant's  customers  consist  principally of department  stores,  chain
stores, specialty stores, mass merchants,  warehouse clubs, other retail outlets
and institutional, government and contract accounts. For the year ended December
31, 1995, the Company's five largest  customers  accounted for approximately 39%
of net  sales.  Sales  to one  customer  (Wal-Mart  Stores  and its  affiliates)
represented 16.6% of total sales of the Company. Although

                                                                          Page 3

<PAGE>

management of the Company believes that the Company's relationship with Wal-Mart
is excellent and the loss of this customer is unlikely,  the loss of Wal-Mart as
a customer would have a material  adverse effect on the Company's  business.  No
other single customer accounted for more than 10% of net sales in 1995.

Order Backlog

The  registrant  had normal  unfilled order backlogs as of December 31, 1995 and
1994 amounting to approximately $76 million and $94 million,  respectively.  The
majority of these  unfilled  orders are shipped  during the first quarter of the
subsequent fiscal year.

The  decrease  in  unfilled  orders in 1995  compared  to 1994 is believed to be
primarily due to the timing of new orders.  Unfilled  orders have become less of
an indicator of future sales as customers  have trended toward placing orders as
stock is required. Many orders are placed using electronic data interchange, and
the Company has filled such orders on a quick response basis.

Government Contracts

No material  portion of the business is subject to  renegotiation  of profits or
termination of contracts or subcontracts at the election of the Government.

Competition

The home furnishing textile industry continues to be highly  competitive.  Among
the registrant's competitors are a number of domestic and foreign companies with
significant  financial  resources,  experience,  manufacturing  capabilities and
brand name identity.

The registrant  competes with numerous other domestic  manufacturers  in each of
its principal markets.  The domestic towel, sheet,  blanket,  comforter and bath
rug  markets  are  each  comprised  of  three  to five  principal  manufacturers
(including the registrant) and several smaller domestic manufacturers.

The registrant's principal methods of competition are price, design, service and
product  quality.  The Company  believes  that large,  low-cost  producers  with
established  brand names,  efficient  distribution  networks  and good  customer
service will profit in this competitive  environment.  The Company's  ability to
operate  profitably in this environment  will depend  substantially on continued
market acceptance of the Company's products and the Company's efforts to control
costs and  produce  new and  innovative  products  in  response  to  competitive
pressures and changes in consumer demand.

Environmental Controls

The registrant does not anticipate that compliance with federal, state and local
provisions  that have been  enacted  or  adopted  regulating  the  discharge  of
materials into the environment,  or otherwise  relating to the protection of the
environment, will have



                                                                          Page 4

<PAGE>

a material  effect  upon the  capital  expenditures,  earnings  and  competitive
position of the registrant and its subsidiaries.


Employees

Total  employment of the Company and its  subsidiaries was 13,610 as of December
31, 1995.  Approximately  31% of the Company's  hourly  employees are subject to
collective bargaining agreements with the Union of Needle Trades, Industrial and
Textile Employees  ("UNITE") or the United Textile Workers of America and United
Food and Commercial Workers International Union.

Foreign Sales

The  registrant is not currently  engaged in  significant  operations in foreign
countries.  Approximately 7% and 6% of the  registrant's  consolidated net sales
were exported to foreign customers in 1995 and 1994, respectively.

Item 2. Properties

The registrant has 20 principal  manufacturing plants, all located in the United
States;  13 are in North  Carolina,  1 in South  Carolina,  1 in  Georgia,  3 in
Alabama,  1 in  Pennsylvania  and 1 in  Virginia.  In  addition,  there  are  22
warehousing and distribution  centers located in the manufacturing  states, plus
Texas. The manufacturing/ warehousing and distribution centers aggregate a floor
area of  approximately  17,393,000  square feet. All of the facilities are owned
except:  (1) 2 locations  totaling  approximately  618,000 square feet, title to
which  is  held  by the  Development  Authorities  that  issued  the  Industrial
Development  Bonds  which  were  issued to  finance  the  facilities;  and (2) 7
locations,  totaling  approximately 795,000 square feet, where the machinery and
equipment is owned and the buildings are under a long-term  lease.  Title to the
facilities  financed by  Industrial  Revenue  Bonds as  described  above will be
transferred to the registrant upon the retirement of such bonds. Such facilities
therefore are accounted for as being owned by the registrant.

The registrant  owns office  buildings in Kannapolis and Eden,  North  Carolina,
which contain approximately 209,000 square feet.

All  other   properties   owned  or  controlled  by  the  registrant   aggregate
approximately  584,000  square  feet  and are  used  for  miscellaneous  support
services or for sales and marketing.

Plants  and  equipment  of the  registrant  are  considered  to be in  excellent
condition;  substantial capital  expenditures for new plants,  modernization and
improvements  have been made in recent years.  The plants  generally  operate on
either a three  shift  basis for a  five-day  week or a four  shift  basis for a
seven-day week during 50 weeks a year except during periods of  curtailment.  In
the opinion of the registrant,  all plants and properties are adequately covered
by insurance.



                                                                          Page 5

<PAGE>


Item 3. Legal Proceedings

The  registrant  is involved in various  claims and lawsuits  incidental  to its
business.  In the opinion of the registrant based in part on the advice of legal
counsel,  however, the outcome of these suits will not have a material effect on
the registrant's financial position or results of operations.

Item 4. Submission of Matters to a Vote of Security Holders

Not applicable.




                                                                          Page 6


<PAGE>


             Identification of Executive Officers of the Registrant

<TABLE>
<CAPTION>


                                                                                Date from
                                                                              Which Officers
                                Age at                                        Have Served in
     Name                      3/31/96         Positions Held               Present Capacities

<S>                              <C>        <C>                        <C>
     James M. Fitzgibbons        61         Chairman of the Board      Chairman of the Board and
                                            and Chief Executive        Chief Executive Officer: 1990
                                            Officer and Director       Director: 1985

     John M. Nevin               61         Executive Vice President   Executive Vice President: 1995

     Robert E. Dellinger         51         Vice President             Vice President: 1989

     M. Kenneth Doss             56         Vice President             Vice President: 1988
                                            and Secretary              General    Counsel:    1985
                                                                       Secretary: 1986

     Kevin M. Finlay             46         Vice President             Vice President: 1993

     Richard E. Reece            51         Vice President             Vice President: 1996

     Thomas R. Staab             53         Vice President and         Vice President: 1992
                                            Chief Financial Officer    Chief   Financial  Officer: 1994

     Gary R. Langford            34         Treasurer                  Treasurer: 1995

     Clifford D. Paulsen         52         Controller                 Controller: 1992

</TABLE>




None of the executive officers are related by blood, marriage or adoption to any
other executive  officer of the registrant or any director or executive  officer
of a parent,  subsidiary, or affiliate of the registrant.  With the exception of
Messrs.  Nevin and  Langford,  each  executive  officer has been employed by the
registrant for more than five years.  Prior to becoming Executive Vice President
of the  registrant on October 16, 1995, Mr. Nevin had been Senior Vice President
of  Strategic  Services at James River  Corporation  during the last five years.
Prior to joining the registrant in May,  1995,  Mr.  Langford had been Assistant
Treasurer of AGCO Corporation since October 1990.




                                                                          Page 7

<PAGE>



                                          PART II

Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters

Incorporated  by reference from the market and dividend data section of the 1995
Annual Report to Shareowners, page 25.

Item 6. Selected Financial Data

Selected  financial and statistical data for the years 1991 to 1995 appearing in
the line items "Net sales",  "Income (loss) from  continuing  operations",  "Per
share of common stock:  Primary income (loss) from  continuing  operations"  and
"Fully  diluted  income  (loss)",   "Total  assets"  and  "Long-term  debt"  are
incorporated by reference from the 1995 Annual Report to  Shareowners,  page 42.
No cash dividends were declared on Common Stock for the five years in the period
ended December 31, 1995.

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

Incorporated by reference from the 1995 Annual Report to  Shareowners,  pages 21
through 24.


Item 8. Consolidated Financial Statements and Supplementary Data

Incorporated by reference from the 1995 Annual Report to  Shareowners,  pages 25
through 41.

Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosures

None.

                                                                         Page 8


<PAGE>


                                         PART III

Item 10. Directors and Executive Officers of the Registrant

Information regarding the Directors is incorporated herein by reference from the
registrant's proxy statement for the annual meeting of shareowners to be held on
April 29, 1996, pages 2 and 3.

For information  regarding the Executive Officers of the registrant,  see Part I
at page 7.

Item 11. Executive Compensation

Incorporated  herein  by  reference  from  sections  of the  registrant's  proxy
statement  for the annual  meeting of  shareowners  to be held on April 29, 1996
entitled   "Compensation   of   Directors",   pages  6  and  7  and   "Executive
Compensation", pages 7 through 11.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Incorporated  herein by  reference  from the section of the  registrant's  proxy
statement for the annual meeting of shareowners to be held on


April 29, 1996 entitled "Security Ownership", pages 4 through 6.


Item 13. Certain Relationships and Related Transactions

Incorporated  herein by reference from the registrant's  proxy statement for the
annual  meeting of shareowners  to be held April 29, 1996,  entitled  "Executive
Compensation", pages 7 and 8.


                                     PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

 (a) 1.
 and 2. Financial statements and financial statement schedules

The financial  statements  and  schedules  listed in the  accompanying  index to
financial statements are filed as part of this annual report.

3. Exhibits

The exhibits listed as applicable on the  accompanying  Exhibit Index at page 17
are filed as part of this annual report.  Exhibit numbers (10)1. through (10)14.
represent management contracts or compensatory plans or arrangements required to
be filed as an exhibit by Item 601 of Regulation S-K.

(b) Reports on Form 8-K

None. 

                                                                          Page 9


<PAGE>


                                 FIELDCREST CANNON, INC.

                              INDEX TO FINANCIAL STATEMENTS
                            AND FINANCIAL STATEMENT SCHEDULES

                                   (Item 14(a) 1 & 2)





                                                         Page Numbers of the
                                                          Annual report to
                                                            Shareowners

Consolidated statement of financial position at                 27
December 31, 1995 and 1994

Consolidated statement of operations and retained               26
earnings for each of the three years in the period
ended December 31, 1995

Consolidated statement of cash flows for each of the            28
three years in the period ended December 31, 1995

Notes to consolidated financial statements                     29-40

Report of independent auditors                                  41




No schedules are filed because the required  information is not applicable or is
not present in amounts  sufficient to require  submission  of the  schedule,  or
because the  information  required is included in the financial  statements  and
notes thereto.

The  consolidated  financial  statements  listed  in the above  index  which are
included in the Annual Report to Shareowners of Fieldcrest Cannon,  Inc. for the
year  ended  December  31,  1995 are  hereby  incorporated  by  reference.  With
exception  of the pages  listed in the above index and the Items  referred to in
Part II, Items 5, 6, 7 and 8, the 1995 Annual Report to Shareowners is not to be
deemed filed as part of this report.




                                                                         Page 10


<PAGE>


                                       SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                  FIELDCREST CANNON, INC.


March 12, 1996                    By:/s/ James  M. Fitzgibbons
                                     James M. Fitzgibbons, Chairman of
                                      the Board of Directors and Chief
                                      Executive Officer (Principal
                                      Executive Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
signed below by the  following  persons on behalf of the  registrant  and in the
capacities on the dates indicated.


/s/ James M. Fitzgibbons                                 March 12, 1996
James M. Fitzgibbons, Chairman of the Board
of Directors and Chief Executive Officer
(Principal Executive Officer)



/s/ M. Kenneth Doss                                      March 12, 1996
M. Kenneth Doss
Vice President and Secretary



/s/ Thomas R. Staab                                      March 12, 1996
Thomas R. Staab
Vice President and Chief Financial Officer
(Principal Financial Officer)



/s/ Clifford D. Paulsen                                  March 12, 1996
Clifford D. Paulsen
Controller (Principal Accounting Officer)



/s/ Tom H. Barrett                                       March 12, 1996
Tom H. Barrett
Director



                                                                         Page 11


<PAGE>






/s/ William E. Ford                                      March 12, 1996
William E. Ford
Director



/s/ John C. Harned                                       March 12, 1996
John C. Harned
Director



/s/ Noah T. Herndon                                      March 12, 1996
Noah T. Herndon
Director


/s/ S. Roger Horchow                                     March 12, 1996
S. Roger Horchow
Director



/s/ W. Duke Kimbrell                                     March 12, 1996
W. Duke Kimbrell
Director



/s/ C. J. Kjorlien                                       March 12, 1996
C. J. Kjorlien
Director



/s/ Alexandra Stoddard                                   March 12, 1996
Alexandra Stoddard
Director




                                                                         Page 12

<PAGE>



                                EXHIBIT INDEX TO

                         ANNUAL REPORT ON FORM 10-K FOR
                             FIELDCREST CANNON, INC.

                      FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>


                                                                                  Page Number
      Exhibit                                                                    or Incorporation
      Number                           Description                               by Reference to
      <S>         <C>                                                       <C>
        (3)       1. Restated Certificate of Incorporation,                 Registrant's Registration
                     Exhibit 3-1 to the as amended to date.                 Statement on Form S-3
                                                                            filed on February 18, 1994.

                  2. Amended and Restated By-Laws of the Registrant         Exhibit 3-1  to Report on
                     as amended to November 24, 1993.                       Form 8-K Filed on
                                                                            December 9, 1993.

        (4)       1. Rights Agreement, dated as of November 24, 1993,       Exhibit 1 to the
                     between the Registrant and The First National          Registrant's
                     Registration Bank of Boston, which includes as         filed December 3, 1993.
                     Exhibit A  the Statement on Form 8-A
                     Form of Rights Certificate of Designations, as
                     Exhibit B the Form of Rights Certificate,  and as
                     Exhibit C the Summary of Rights to Purchase
                     Preferred Stock.

                  2. Indenture dated as of March 15, 1987, relating to      Exhibit 4.9 to the
                     the Registrant's 6% Convertible Subordinated           Registrant's Registration
                     Debentures Due 2012 between the Registrant and         Statement on Form S-3
                     Wachovia Bank and Trust Company, N.A.,                 (No. 33-12436) filed on
                     including the form of debenture.                       March 6, 1987.

                  3. Indenture dated as of June 1, 1992, relating to        Exhibit 4.7 of
                     the Senior Subordinated Debentures Due 2004,           Amendment No. 1 to the
                     between the Registrant and First Union National        Registrant's Registration
                     Bank, as Trustee, including the form of                Statement on Form S-3
                     debenture.                                             (No.  33-47348) filed on
                                                                            June 3, 1992.

                  4. Amended and Restated Revolving Credit                  Exhibit 4-4 to Report
                     Agreement dated as of March 10, 1994 by and            on Form 10-K for
                     among the Registrant, The First National Bank          fiscal year ending
                     of Boston as agent, Continental Bank N.A.,             December 31, 1993.
                     Philadelphia National Bank, and First Union
                     National Bank of North Carolina, as lead managers,
                     and certain lenders.

                  5. First Amendment to the Restated Revolving              Exhibit 4-5 to Report on
                     Credit Agreement dated as of March 10, 1994 by         Form  10-K for fiscal year
                     and among the Registrant, The First National           ending December 31, 1994.
                     Bank of Boston as  agent, Continental Bank N.A.,
                     Philadelphia  National  Bank, and First Union
                     National Bank of North Carolina, as lead managers,
                     and certain lenders.


                                                                     Page 13

<PAGE>


                  6. Second Amendment to the Restated Revolving             Exhibit 4-6 to Report on
                     Credit Agreement dated as of March 10, 1994 by         Form 10-K for fiscal year
                     and among the Registrant, The First National           ending December 31, 1994.
                     Bank of Boston as agent, Continental Bank N.A.,
                     Philadelphia National Bank, and First Union
                     National Bank of North Carolina, as lead
                     managers, and certain lenders.

                  7. Third Amendment to the Restated Revolving              Exhibit 4-7 to Report on
                     Credit Agreement dated as of March 10, 1994 by         Form  10-K for fiscal year
                     and among the Registrant, The First National           ending December 31, 1994.
                     Bank of Boston as agent, Continental  Bank N.A.,
                     Philadelphia  National  Bank, and First Union
                     National Bank of North Carolina, as lead managers,
                     and certain lenders.

                  8. Fourth Amendment to the Restated Revolving                   17 - 29
                     Credit Agreement dated as of December 29, 1995
                     by and among the Registrant, The First National Bank
                     of Boston as agent, Bank of America Illinois
                     (formerly known as Continental Bank NA), Corestates
                     Bank, NA (formerly known as Philadelphia National
                     Bank, and First Union National Bank of North
                     Carolina, as lead manager, and certain lenders.
</TABLE>

                  The registrant,  by signing this Report, agrees to furnish the
                  Securities and Exchange  Commission upon its request a copy of
                  any  instrument   which  defines  the  rights  of  holders  of
                  long-term debt of the  Registrant and all of its  subsidiaries
                  for which consolidated or unconsolidated  financial statements
                  are required to be filed,  and which authorizes a total amount
                  of securities  not in excess of 10% of the total assets of the
                  Registrant and its subsidiaries on a consolidated basis.






<PAGE>

<TABLE>
<CAPTION>

                                                                              Page Number
      Exhibit                                                                 or Incorporation
      Number                        Description                               by Reference to

    <S>          <C>                                                    <C>
      (10)       *1.  Amended and Restated Director Stock Option            Exhibit A to the
                      Plan of the Registrant approved by the                Registrant's proxy
                      stockholders of the Corporation on April 28,          statement  for  the
                                                                            annual 1992.
                                                                            meeting of shareowners
                                                                            held on April 28, 1992.
                                                                             

                 *2.  Stock Option Agreement between the Registrant         Exhibit 4.1 to the
                      and James M. Fitzgibbons dated as of September        Registrant's
                                                                            Registration 11, 1991.
                                                                            Statement on Form S-8
                                                                            filed on December 23,
                                                                            1991.

                 *3.  Employee Retention Agreement between Registrant       Exhibit 10.2 to Report
                      and James M. Fitzgibbons effective as of              on Form 10-Q for the
                      July 9, 1993.                                         quarter ended September
                                                                            30, 1993.

                 *4.  Employee Retention Agreement between the              Exhibit 10.9 to Report
                      Registrant and Robert E. Dellinger effective          on Form 10-K for fiscal
                      as of July 9, 1993.                                   year  ending  December
                                                                            31,  1993.

                 *5.  Instrument of Amendment dated July 29, 1993           Exhibit 10.10 to Report
                      between the Registrant and Robert E. Dellinger,       on   Form   10-K   for fiscal
                      amending Exhibit 10.4 above.                          year  ending  December 31,
                                                                            1993.

                 *6.  Employee Retention Agreement between the                    30 - 50
                      Registrant and Kevin M. Finlay effective
                      as of July 9, 1993.


                 *7.  Instrument of Amendment dated July 29, 1993                    51
                      between the Registrant and Kevin M. Finlay
                      amending Exhibit 10.6 above.

                 *8.  Employee Retention Agreement between the                    52 - 72
                      Registrant and Thomas R. Staab effective
                      as of July 9, 1993.

                 *9.  Instrument of Amendment dated July 29, 1993                    73
                      between the Registrant and Thomas R. Staab
                      amending Exhibit 10.6 above.

                *10. Employee Retention Agreement between the                     74 - 94
                      Registrant and M. Kenneth Doss effective
                      as of July 9, 1993.
</TABLE>
<PAGE>




      -----------

      *Represents  a management  contract or  compensatory  plan or  arrangement
       required to be filed as an exhibit pursuant to Item 14(c) of this report.


                                                                       Page 15


<TABLE>
<CAPTION>

               <S>                                                           <C>
                 *11.  Instrument of Amendment dated July 29, 1993                 95
                        between the Registrant and M. Kenneth Doss,
                        amending Exhibit 10.6 above.

                 *12.  Form of Employee Retention Agreement between         Exhibit 10.6 to Report

                        the Registrant and other executive officers of      on Form 10-Q for the
                        the Registrant effective as of July 9, 1993.        quarter ended September
                                                                            30, 1993.

                 *13.  Form of Instrument of Amendment dated July 29,       Exhibit 10.7 to Report
                        1993 between the Registrant and other executive     on Form 10-Q for the
                        officers of the Registrant, amending Exhibit        quarter ended September
                        10.12 above.                                        30, 1993.

                 *14.  1995 Employee Stock Option Plan of Fieldcrest        Exhibit 4.1 of Registrant's
                        Cannon, Inc.                                        Registration Statement
                                                                            of Form S-8 filed on
                                                                            May 8, 1995.



        (11)     Computation of Primary and Fully Diluted Net Income              96 - 97
                 (Loss) per Share.

        (13)     1995 Annual Report to Shareowners.                               98 - 119

        (21)     Subsidiaries of the Registrant.                                     120

        (23)     Consent of independent auditors.                                    121

</TABLE>

      -----------

      *Represents  a management  contract or  compensatory  plan or  arrangement
       required to be filed as an exhibit pursuant to Item 14(c) of this report.